Jackson Financial Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

$JXN
Life Insurance
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 4, 2025

 

Jackson Financial Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40274   98-0486152
(State or other jurisdiction of incorporation or
organization)
  (Commission File
Number)
  (I.R.S. Employer Identification No.)

 

1 Corporate Way, Lansing, Michigan

 

48951

(Address of principal executive offices)   (Zip Code)

 

(517) 381-5500

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share   JXN   New York Stock Exchange
         
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A   JXN PRA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

PRESIDENT, JACKSON NATIONAL LIFE INSURANCE COMPANY

 

On April 4, 2025, the Board of Directors of Jackson Financial Inc. (the “Company”) appointed Christopher A. Raub, age 54, as Executive Vice President, Jackson Financial Inc. and President, Jackson National Life Insurance Company, effective April 14, 2025. Jackson National Life Insurance Company (“Jackson”) is the Company’s main operating subsidiary. Mr. Raub has been with the Company for over 25 years, having served as the Company’s Executive Vice President and Chief Risk Officer since April 2023. Prior thereto, Mr. Raub served as senior managing director and head of insurance assets at PPM America, Inc. (“PPM”), a subsidiary entity of the Company. In that role, he was responsible for overseeing Jackson’s general account. Previously, Mr. Raub held numerous other roles within PPM and Jackson focused on strategy, investments and risk management.

 

In his new role, Mr. Raub will receive a compensation package including $600,000 base salary, a target bonus of 175% of base salary, and a target annual long-term equity incentive award of $2,000,000. Mr. Raub also will receive other compensation pursuant to certain plans provided by the Company, including health and welfare, retirement, and benefits typically available to our executives.

 

CHIEF RISK OFFICER

 

On April 4, 2025, the Board of Directors of the Company appointed Savvas (Steve) Panagiotis Binioris as the Company’s new Executive Vice President and Chief Risk Officer, effective April 14, 2025. Mr. Binioris will succeed Mr. Raub in the role.

 

Item 7.01. Regulation FD Disclosure.

 

On April 10, 2025, the Company issued a press release regarding the appointment of Mr. Raub as Executive Vice President, Jackson Financial Inc. and President, Jackson National Life Insurance Company; and the appointment of Mr. Binioris as Executive Vice President and Chief Risk Officer of Jackson Financial Inc. A copy of that press release is furnished as Exhibit 99.1.

 

SAFE HARBOR

 

The information in this report contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed or implied. Factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

 

WEBSITE INFORMATION

 

Visit investors.jackson.com to view information regarding Jackson Financial Inc. We routinely use our investor relations website as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media channels is not incorporated by reference into and is not part of this report.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit No.  Description
    
99.1  Press release issued April 10, 2025, announcing executive officer changes at Jackson Financial Inc.
    
104  Cover page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  JACKSON FINANCIAL INC.
   
  By: /s/ Carrie L. Chelko
    Carrie L. Chelko
    Executive Vice President, General Counsel
     
Date: April 10, 2025    

 

 

 

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